**Exhibit 3.1**

 

**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**OF**

 

**NICINC.(a Colorado corporation)**

 

**(AsRestated Effective November 5, 2007)**

 

**1.With amendment of 5-6-08**

 

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**TABLEOF CONTENTS**

 
| ARTICLE I OFFICES                    | 1                                                                          |
|--------------------------------------|----------------------------------------------------------------------------|
|                                 |                                                                       |
| Section 1.1.                    | Registered Office and Agent                                                | 1 |
| Section 1.2.                    | Offices                                                                    | 1 |
|                                 |                                                                       |   |
| ARTICLE II MEETINGS OF  STOCKHOLDERS | 1                                                                          |
|                                 |                                                                       |
| Section 2.1.                    | Annual Meetings                                                            | 1 |
| Section 2.2.                    | Special Meetings                                                           | 1 |
| Section 2.3.                    | Notice of Meetings                                                         | 1 |
| Section 2.4.                    | Quorum                                                                     | 1 |
| Section 2.5.                    | Adjournments                                                               | 2 |
| Section 2.6.                    | Voting; Proxies                                                            | 2 |
| Section 2.7.                    | Action by Consent of Stockholders                                          | 2 |
| Section 2.8.                    | List of Stockholders Entitled to Vote                                      | 2 |
| Section 2.9.                    | Fixing Record Date                                                         | 3 |
| Section 2.10.                   | Business to be Brought Before the Annual Meeting                           | 3 |
|                                 |                                                                       |   |
| ARTICLE III BOARD OF  DIRECTORS      | 4                                                                          |
|                                 |                                                                       |
| Section 3.1.                    | Number; Qualifications                                                     | 4 |
| Section 3.2.                    | Vacancies                                                                  | 4 |
| Section 3.3.                    | Powers                                                                     | 4 |
| Section 3.4.                    | Resignations                                                               | 4 |
| Section 3.5.                    | Regular Meetings                                                           | 4 |
| Section 3.6.                    | Special Meetings                                                           | 4 |
| Section 3.7.                    | Notice of Meetings                                                         | 4 |
| Section 3.8.                    | Quorum; Vote Required for Action                                           | 5 |
| Section 3.9.                    | Action by Consent of Directors                                             | 5 |
| Section 3.10.                   | Telephonic Meetings Permitted                                              | 5 |
| Section 3.11.                   | Compensation                                                               | 5 |
| Section 3.12.                   | Removal                                                                    | 5 |
| Section 3.13.                   | Committees                                                                 | 5 |
| Section 3.14.                   | Nomination of Directors                                                    | 6 |
|                                 |                                                                       |   |
| ARTICLE IV NOTICES                   | 7                                                                          |
|                                 |                                                                       |
| Section 4.1.                    | Notices                                                                    | 7 |
| Section 4.2.                    | Waiver of Notice                                                           | 7 |
|                                 |                                                                       |   |
| ARTICLE V OFFICERS                   | 7                                                                          |
|                                 |                                                                       |
| Section 5.1.                    | Election; Qualifications; Term of Office;  Resignation; Removal; Vacancies | 7 |
| Section 5.2.                    | Powers and Duties                                                          | 8 |

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| ARTICLE VI STOCK                | 8                                                                           |
|---------------------------------|-----------------------------------------------------------------------------|
|                            |                                                                        |
| Section 6.1.               | Stock                                                                       | 8 |
| Section 6.2.               | Certificates Issued for Partly Paid Shares                                  | 8 |
| Section 6.3.               | Facsimile Signatures                                                        | 8 |
| Section 6.4.               | Lost, Stolen or Destroyed Stock Certificates;  Issuance of New Certificates | 8 |
| Section 6.5.               | Transfer of Stock                                                           | 9 |
|                            |                                                                        |   |
| ARTICLE VII GENERAL  PROVISIONS | 9                                                                           |
|                            |                                                                        |
| Section 7.1.               | Dividends                                                                   | 9 |
| Section 7.2.               | Fiscal Year                                                                 | 9 |
| Section 7.3.               | Seal                                                                        | 9 |
| Section 7.4.               | Amendments                                                                  | 9 |
|                            |                                                                        |   |
| ARTICLE VIII  INDEMNIFICATION   | 10                                                                          |
|                            |                                                                        |
| Section 8.1.               | Indemnification                                                             | 10 |
| Section 8.2.               | Insurance                                                                   | 10 |
| Section 8.3.               | Advancement of Expenses                                                     | 10 |
| Section 8.4.               | Nonexclusive                                                                | 11 |

 

**ii**

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**AMENDEDAND RESTATED**

 

**BYLAWS**

 

**OF**

 

**NICINC.**

 

***  * *  *  ***

 

# ARTICLE IOFFICES

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## Section 1.1.            Registered Office and Agent.  The initial registered officeshall be CT Corporation System, 1675 Broadway, Suite 1200, Denver, CO80202, and the name of the initial registered agent of the corporation at suchaddress shall be CT Corporation System.

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## Section 1.2.            Offices.  The corporation may also have offices at suchother places both within and without the State of Colorado as the Board ofDirectors may from time to time determine or the business of the corporationmay require.

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# ARTICLE IIMEETINGS OF STOCKHOLDERS

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## Section 2.1.            Annual Meetings.  Annual meetings of stockholders shall be heldthe first Tuesday in May, either within or without the State of Colorado, or atsuch other time and place as may be designated from time to time by the Boardof Directors and stated in the notice of the meeting, for the purpose of electinga Board of Directors, and transacting such other business as may properly bebrought before the meeting.

##  

## Section 2.2.            Special Meetings.  Special meetings of the stockholders, for anypurpose or purposes, unless otherwise provided by statute or by the Articles ofIncorporation, may be called at any time by the Principal executive officer andshall be called by the Principal executive officer or Secretary at the requestin writing of a majority of the Board of Directors, or at the request in writingof stockholders owning a majority in amount of the entire capital stock of thecorporation issued and outstanding and entitled to vote.  Such request shall state the purpose orpurposes of the proposed meeting. Business transacted at any special meeting of stockholders shall belimited to the purposes stated in the notice.

##  

## Section 2.3.            Notice of Meetings.  Whenever stockholders are required orpermitted to take action at a meeting, a written notice of the meeting shall begiven which shall state the place, date and hour of the meeting, and, in thecase of a special meeting, the purpose or purposes for which the meeting iscalled.  Unless otherwise provided bylaw, the written notice of any meeting shall be given not less than ten normore than sixty days before the date of the meeting, to each stockholderentitled to vote at such meeting.

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## Section 2.4.            Quorum.  Except as otherwise provided by law or by theArticles of Incorporation or these Bylaws, the presence in person or by proxyof the holders of a majority of 

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## the outstanding shares of stock of the corporationentitled to vote thereat shall constitute a quorum at each meeting of thestockholders and all questions shall be decided by a majority of the shares sorepresented in person or by proxy at the meeting and entitled to votethereat.  The stockholders present at anyduly organized meeting may continue to do business until adjournment,notwithstanding the withdrawal of enough stockholders to leave less than aquorum.

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## Section 2.5.            Adjournments.  Notwithstanding any other provisions of theArticles of Incorporation or these Bylaws, the holders of a majority of theshares of stock of the corporation entitled to vote at any meeting, present inperson or represented by proxy, whether or not a quorum is present, shall havethe power to adjourn the meeting from time to time, without notice other thanannouncement at the meeting, until a quorum shall be present or represented.  At any such adjourned meeting at which aquorum shall be present or represented, any business may be transacted whichmight have been transacted at the meeting originally called; provided, however,that if the adjournment is for more than thirty days, or if after theadjournment a new record date is fixed for the adjourned meeting, a notice ofthe adjourned meeting shall be given to each stockholder of record entitled tovote at the adjourned meeting.

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## Section 2.6.            Voting; Proxies.  Unless otherwise provided in the Articles ofIncorporation, each stockholder shall at every meeting of the stockholders beentitled to one vote in person or by proxy for each share of the capital stockhaving voting power held by such stockholder, but no proxy shall be voted onafter three years from its date, unless the proxy provides for a longerperiod.  Each proxy shall be revocableunless expressly provided therein to be irrevocable or unless otherwise madeirrevocable by law.  The notice of everymeeting of the stockholders may be accompanied by a form of proxy approved bythe Board of Directors in favor of such person or persons as the Board ofDirectors may select.

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## Section 2.7.            Action by Consent of Stockholders.  Unless otherwise provided inthe Articles of Incorporation, any action required to be taken at any annual orspecial meeting of stockholders of the corporation, or any action which may betaken at any annual or special meeting of such stockholders, may be takenwithout a meeting, without prior notice and without a vote, if a consent inwriting, setting forth the action so taken, shall be signed by all of theholders of outstanding stock entitled to vote thereon.

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## Section 2.8.            List of Stockholders Entitled to Vote.  The officer who has charge ofthe stock ledger of the corporation shall prepare and make, at least ten daysbefore every meeting of stockholders, a complete list of the stockholdersentitled to vote at the meeting, arranged in alphabetical order, and showingthe address of each stockholder and the number of shares registered in the nameof each stockholder.  Such list shall beopen to the examination of any stockholder, for any purpose germane to themeeting, during ordinary business hours, for a period of at least ten daysprior to the meeting, either at a place within the city where the meeting is tobe held, which place shall be specified in the notice of the meeting, or, ifnot so specified, at the place where the meeting is to be held.  The list shall also be produced and kept atthe time and place of the meeting during the whole time thereof, and may beinspected by any stockholder who is present.

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## Section 2.9.            Fixing Record Date.  In order that the corporation may determinethe stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof or to express consent to corporateaction in writing without a meeting, or entitled to receive payment of anydividend or other distribution or allotment of any rights, or entitled toexercise any rights in respect of any change, conversion or exchange of stockor for the purpose of any other lawful action, the Board of Directors may fix,in advance, a record date, which shall not be more than sixty nor less than tendays before the date of such meeting, nor more than sixty days prior to anyother action.  The Board of Directorsshall not close the books of the corporation against transfer of shares duringthe whole or any part of such period.  Adetermination of stockholders of record entitled to notice of or to vote at ameeting of stockholders shall apply to any adjournment of the meeting;provided, however, that the Board of Directors may fix a new record date forthe adjourned meeting.

##  

## Section 2.10.          Business to be Brought Before the Annual Meeting.  To be properly brought beforethe annual meeting of stockholders, business must be either (a) specifiedin the notice of meeting (or any supplement thereto) given by or at thedirection of the Board of Directors, (b) otherwise brought before themeeting by or at the direction of the Board of Directors, or (c) otherwiseproperly brought before the meeting by a stockholder of the corporation who isa stockholder of record at the time of giving of notice provided for in this Section 2.10of Article II, who shall be entitled to vote at such meeting and whocomplies with the notice procedures set forth in this Section 2.10 of Article II.  In addition to any other applicablerequirements, for business to be brought before an annual meeting by astockholder of the corporation, the stockholder must have given timely noticethereof in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice must bedelivered to or mailed and received at the principal executive offices of thecorporation not less than 90 days prior to the anniversary date of theimmediately preceding annual meeting of stockholders of the corporation in thecase of each subsequent annual meeting of stockholders.  A stockholder’s notice to the Secretary shallset forth as to each matter the stockholder proposes to bring before the annualmeeting (i) a brief description of the business desired to be broughtbefore the annual meeting and the reasons for conducting such business at theannual meeting, (ii) the name and address, as they appear on thecorporation’s books, of the stockholder proposing such business, (iii) theacquisition date, the class and the number of shares of voting stock of thecorporation which are owned beneficially by the stockholder, (iv) anymaterial interest of the stockholder in such business, and (v) arepresentation that the stockholder intends to appear in person or by proxy atthe meeting to bring the proposed business before the meeting.

##  

Notwithstandinganything in these Bylaws to the contrary, no business shall be conducted at theannual meeting except in accordance with the procedures set forth in this Section 2.10.

 

The chairmanof the annual meeting shall, if the facts warrant, determine and declare to themeeting that business was not properly brought before the meeting in accordancewith the provisions of this Section 2.10 of Article II, and if thechairman should so determine, the chairman shall so declare to the meeting andany such business not properly brought before the meeting shall not be transacted.

 

Notwithstandingthe foregoing provisions of this Section 2.10 of Article II, astockholder shall also comply with all applicable requirements of theSecurities Exchange Act of 1934, as 

 

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amended, andthe rules and regulations thereunder with respect to the matters set forthin this Section 2.10.

 

# ARTICLE IIIBOARD OF DIRECTORS

#  

## Section 3.1.            Number; Qualifications.  The number of directors shall be at leastthree and not more than ten, subject to the provisions contained in theArticles of Incorporation.  Within thatrange, the number of directors shall be as stated by resolution adopted by theBoard of Directors from time to time, but no decrease in the number ofdirectors shall have the effect of shortening the term of any incumbentdirector.  The directors shall be electedat the annual meeting of the stockholders, except as provided in Section 3.2,and each director elected shall hold office until his successor is elected andqualified or until his earlier death, resignation or removal.  A director need not be a stockholder of thecorporation.  A majority of the directorsmay elect from its members a chairman, who shall also serve as chairman of anyannual or special meeting of the stockholders. The chairman, if any, shall hold this office until his successor shallhave been elected and qualified.

##  

## Section 3.2.            Vacancies.  Any vacancy in the Board of Directors,including vacancies resulting from any increase in the authorized number ofdirectors may be filled by a majority of the remaining directors then inoffice, though less than a quorum, or by a sole remaining director, and thedirectors so chosen shall hold office until the next annual meeting ofstockholders and their successors are duly elected and qualified, or untiltheir earlier death, resignation or removal.

##  

## Section 3.3.            Powers.  The business affairs and property of thecorporation shall be managed by or under the direction of the Board ofDirectors which may exercise all such powers of the corporation and do all suchlawful acts and things as are not by statute or by the Articles ofIncorporation or by these Bylaws directed or required to be exercised or doneby the stockholders.

##  

## Section 3.4.            Resignations.  Any director may resign at any time bywritten notice to the corporation.  Anysuch resignation shall take effect at the date of receipt of such notice or atany later time specified therein, and, unless otherwise specified therein, theacceptance of such resignation shall not be necessary to make it effective.

##  

## Section 3.5.            Regular Meetings.  Regular meetings of the Board of Directorsshall be held at such place or places within or without the State of Colorado,at such hour and on such day as may be fixed by resolution of the Board of Directors,without further notice of such meetings.

##  

## Section 3.6.            Special Meetings.  Special meetings of the Board of Directorsmay be held whenever called by (i) the Chairman of the Board; (ii) thePrincipal executive officer; (iii) the Principal executive officer orSecretary on the written request of a majority of the Board of Directors; or (iv) resolutionadopted by the Board of Directors. Special meetings may be held within or without the State of Colorado asmay be stated in the notice of the meeting.

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## Section 3.7.            Notice of Meetings.  Written notice of the time, place and generalnature of the business to be transacted at all special meetings of the Board ofDirectors must be given to 

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## each director at least three days prior to the dayof the meeting; provided, however, that notice of any meeting need not be givento any director if waived by him in writing, or if he shall be present at suchmeeting, except when the director attends the meeting for the express purposeof objecting, at the beginning of the meeting, to the transaction of anybusiness on the grounds that the meeting is not lawfully called or convened.

##  

## Section 3.8.            Quorum; Vote Required for Action.  At all meetings of the Boardof Directors, a majority of directors then in office shall constitute a quorumfor the transaction of business and, except as otherwise provided by law orthese Bylaws, the act of a majority of the directors present at any meeting atwhich there is a quorum shall be the act of the Board of Directors; but alesser number may adjourn the meeting from day to day, without notice otherthan announcement at the meeting, until a quorum shall be present.  Directors may participate in any meeting ofthe directors, and members of any committee of directors may participate in anymeeting of such committee, by means of conference telephone or similarcommunications equipment by means of which all persons participating in suchmeeting can hear each other, and such participation shall constitute presencein person at such meeting.

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## Section 3.9.            Action by Consent of Directors.  Any action required orpermitted to be taken at any meeting of the Board of Directors or of anycommittee of the Board of Directors may be taken without a meeting, if allmembers of the board or the committee of the board, as the case may be, consentthereto in writing, which may be in counterparts, and the writing or writingsare filed with the minutes of proceedings of the Board of Directors or thecommittee thereof.  Such writing(s) shallbe manually executed if practicable, but if circumstances so require, effectshall be given to written consent transmitted by telegraph, telex, telecopy orsimilar means of visual data transmission.

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## Section 3.10.          Telephonic Meetings Permitted.  Members of the Board ofDirectors, or any committee designated by the board, may participate in ameeting of such board or committee by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and participation in a meeting pursuant to thisBylaw shall constitute presence in person at such meeting.

##  

## Section 3.11.          Compensation.  Directors shall be entitled to suchcompensation for their services as may be approved by the Board of Directors,including, if so approved by resolution of the Board of Directors, a fixed sumand expenses of attendance at each regular or special meeting or any committeethereof.  No such payment shall precludeany director from serving the corporation in any other capacity and receivingcompensation therefor.

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## Section 3.12.          Removal.  Except as provided in the Articles ofIncorporation or by law, any director or the entire Board of Directors may beremoved, with or without cause, by the holders of a majority of shares entitledto vote at an election of directors.  Thenotice calling such meeting shall state the intention to act upon such matter,and, if the notice so provides, the vacancy or vacancies caused by such removalmay be filled at such meeting by a vote of the majority of the shares entitledto vote at an election of directors.

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## Section 3.13.          Committees.  The Board of Directors may, by resolutionpassed by a majority of the whole Board, designate one or more committees, eachcommittee to consist of 

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## one or more of the directors of thecorporation.  The Board may designate oneor more directors as alternate members of any committee.  The alternate members of any committee mayreplace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided ina resolution of the Board of Directors, shall have and may exercise all thepowers and authority of the Board of Directors in the management of thebusiness and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no suchcommittee shall have such power or authority in reference to amending theArticles of Incorporation, adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the corporation’s property and assets, recommending to thestockholders a dissolution of the corporation or a revocation of a dissolution,or amending the Bylaws of the corporation; and, unless the resolution or theArticles of Incorporation expressly so provide, no committee shall have thepower or authority to declare a dividend or to authorize the issuance of stockor to adopt a Certificate of Ownership and Merger.  Such committee or committees shall have suchname or names as may be determined from time to time by resolution adopted bythe Board of Directors.  Each committeeshall keep regular minutes of its meetings and report the same to the Board ofDirectors when required.  Members ofspecial or standing committees shall be entitled to receive such compensationfor serving on such committees as the Board of Directors shall determine.

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## Section 3.14.          Nomination of Directors.  Only persons who are nominated in accordancewith-the following procedures shall be eligible for election as directors.  Nominations of persons for election to theBoard of Directors of the corporation may be made at a meeting of stockholders (a) byor at the direction of the Board of Directors or (b) by any stockholder ofthe corporation who is a stockholder of record at the time of giving of noticeprovided for in this Section 3.14 of Article III, who shall beentitled to vote for the election of directors at the meeting and who complieswith the notice procedures set forth in this Section 3.14 of Article III.  Such nominations, other than those made by orat the direction of the Board of Directors, shall be made pursuant to timelynotice in writing to the Secretary of the corporation.  To be timely, a stockholder’s notice shall bedelivered to or mailed and received at the principal executive offices of thecorporation (i) with respect to an election to be held at the annual meetingof the stockholders of the corporation, not later than 90 days prior to theanniversary date of the immediately preceding annual meeting of stockholders ofthe corporation, and (ii) with respect to an election to be held at aspecial meeting of stockholders of the corporation for the election ofdirectors, not later than the closing of business on the 10th day following theday on which such notice of the date of the meeting was mailed or publicdisclosure of the date of the meeting was made, whichever first occurs.  Such stockholder’s notice to the Secretaryshall set forth (a) as to each person whom the stockholder proposes tonominate for election or re-election as a director, all information relating tothe person that is required to be disclosed in solicitations for proxies forelection of directors, or is otherwise required, pursuant to Regulation 14Aunder the Securities Exchange Act of 1934, as amended (including the writtenconsent of such person to be named in the proxy statement as a nominee and toserve as a director if elected); and (b) as to the stockholder giving thenotice (i) the name and address, as they appear on the corporation’sbooks, of such stockholder, and (ii) the class and number of shares ofcapital stock of the corporation which are beneficially owned by thestockholder.  At the request of the Boardof Directors, any person nominated by the Board of Directors for election as adirector shall furnish to the Secretary of the corporation that informationrequired to be set forth in a stockholder’s notice of nomination which pertainsto the nominee.

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In the eventthat a person is validly designated as nominee to the Board and shallthereafter become unable or unwilling to stand for election to the Board ofDirectors, the Board of Directors or the stockholder who proposed such nominee,as the case may be, may designate a substitute nominee.

 

No personshall be eligible to serve as a director of the corporation unless nominated inaccordance with the procedures set forth in this Section 3.14 of Article III.  The chairman of the meeting of stockholdersshall, if the facts warrant, determine and declare to the meeting that anomination was not made in accordance with the procedures prescribed by theBylaws, and if the chairman should so determine, the chairman shall so declareto the meeting and the defective nomination shall be disregarded.

 

Notwithstandingthe foregoing provisions of this Section 3.14 of Article III, astockholder shall also comply with all applicable requirements of theSecurities Exchange Act of 1934, as amended, and the rules and regulationsthereunder with respect to the matters set forth in this Section 3.14 of Article III.

 

# ARTICLE IVNOTICES

#  

## Section 4.1.            Notices.  Whenever any notice isrequired to be given under the provisions of these Bylaws or of the Articles ofIncorporation to any director or stockholder, such notice must be in writingand may be given in person, in writing or by mail, telegram, telecopy or othersimilar means of visual communication, addressed to such director orstockholder, at his address as it appears on the records of the corporation,with postage or other transmittal charges thereon prepaid.  Such notice shall be deemed to be given (i) ifby mail, at the time when the same shall be deposited in the United States mailand (ii) otherwise, when such notice is transmitted.

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## Section 4.2.            Waiver of Notice.  Whenever any notice isrequired to be given under the provisions of the Bylaws or of the Articles ofIncorporation to any director or stockholder, a waiver thereof in writing,signed by the person or persons entitled to said notice, whether before orafter the time stated therein, shall be deemed equivalent thereto.

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# ARTICLE VOFFICERS

#  

## Section 5.1.            Election;Qualifications; Term of Office; Resignation; Removal; Vacancies.  The officers of thecorporation shall be elected or appointed by the Board of Directors and mayinclude, at the discretion of the Board, a Chairman of the Board, a Principalexecutive officer whose title shall be decided by the Board, a Secretary, aTreasurer and such Executive, Senior or other Vice Principal executive officersand other officers as may be determined by the Board of Directors.  Any number of offices may be held by the sameperson.  The officers of the corporationshall hold office until their successors are chosen and qualified, except thatany officer may resign at any time by written notice to the corporation and theBoard of Directors may remove any officer at any time at its discretion with orwithout cause.  Any vacancies occurringin any office of the corporation by death, resignation, removal or otherwise 

 

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## may be filled for the unexpired portion ofthe term by the Board of Directors at any regular or special meeting.

##  

## Section 5.2.            Powers and Duties.  The officers of thecorporation shall have such powers and duties as generally pertain to theiroffices, except as modified herein or by the Board of Directors, as well assuch powers and duties as shall be determined from time to time by the Board ofDirectors.  The Chairman of the Board, ifone is elected, and otherwise the Principal executive officer, shall preside atall meetings of the Board.  The Principalexecutive officer shall preside at all meetings of the Stockholders.

##  

# ARTICLE VISTOCK

#  

## Section 6.1.            Stock.  The shares of the corporation shall berepresented by certificates or shall be uncertificated.  Each registered holder of stock representedby a certificate, upon written request to the corporation, shall be providedwith a certificate of stock representing the number of shares owned by suchholder.  Certificates representing thecorporation’s capital stock, if any, shall be in such form as required by lawand as approved by the Board.  Each suchcertificate shall be signed (either manually or by facsimile) in the name ofthe corporation by the Chair or Vice Chair of the Board, Principal executiveofficer or any Vice-Principal executive officer, and by the Treasurer or anassistant treasurer, or the Secretary or an assistant secretary of thecorporation.  In case any officer,transfer agent or registrar who has signed or whose facsimile signature hasbeen placed upon a certificate shall have ceased to be such officer, transferagent or registrar before such certificate is issued, it may be issued by thecorporation with the same effect as if such person were such officer, transferagent or registrar at the date of issue.

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## Section 6.2.            Certificates Issuedfor Partly Paid Shares. Certificates may be issued for partly paid shares and in such case uponthe face or back of the certificates issued to represent any such partly paidshares the total amount of the consideration to be paid therefor, and theamount paid thereon shall be specified.

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## Section 6.3.            FacsimileSignatures.  Any of orall the signatures on certificated shares may be facsimile.  In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon acertificate shall have ceased to be such officer, transfer agent or registrarbefore such certificate is issued, it may be issued by the corporation with thesame effect as if he were such officer, transfer agent or registrar at the dateof issue.

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## Section 6.4.            Lost, Stolen orDestroyed Stock Certificates; Issuance of New Certificates.  With respect to any stock represented by acertificate, the Board of Directors may direct a new certificate orcertificates to be issued in place of any certificate or certificatestheretofore issued by the corporation alleged to have been lost, stolen ordestroyed upon the making of an affidavit of that fact by the person claimingthe certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a newcertificate or certificates, the Board of Directors may, in its discretion andas a condition precedent to the issuance thereof, require the owner of suchlost, stolen or destroyed certificate or certificates, or his legalrepresentative, to advertise the same in such manner as it shall require and/orto give the corporation a bond in such sum as it may direct 

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## as indemnity against any claim that may bemade against the corporation with respect to the certificate alleged to havebeen lost, stolen or destroyed.

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## Section 6.5.            Transfer of Stock.  Subject to any restrictions on transfer, andunless otherwise provided by the Board of Directors, transfers of stock shallbe made upon the books of the corporation: (i) upon presentation of thecertificates by the registered holder in person or by duly authorized attorney,or upon presentation of proper evidence of succession, assignment or authorityto transfer the stock, and upon surrender of the appropriate certificate(s), or(ii) in the case of uncertificated shares, upon receipt of proper transferinstructions from the registered owner of such uncertificated shares, or from aduly authorized attorney or from an individual presenting proper evidence ofsuccession, assignment or authority to transfer the stock.

##  

# ARTICLE VIIGENERAL PROVISIONS

#  

## Section 7.1.            Dividends.  Dividends upon thecapital stock of the corporation, subject to the provisions of the Articles ofIncorporation, if any, may be declared by the Board of Directors at any regularor special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capitalstock, subject to the provisions of the Articles of Incorporation.  Before payment of any dividend, there may beset aside out of any funds of the corporation available for dividends such sumor sums as the directors from time to time, in their absolute discretion, thinkproper as a reserve or reserves to meet contingencies, or for equalizingdividends, or for repairing or maintaining any property of the corporation, orfor such other purpose as the directors shall think conducive to the interestof the corporation, and the directors may modify or abolish any such reserve inthe manner in which it was created.

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A member ofthe Board of Directors, or a member of any committee designated by the Board ofDirectors, shall be fully protected in relying in good faith upon the recordsof the Corporation and upon such information, opinions, reports or statementspresented to the Corporation by any of its officers or employees, or committeesof the Board of Directors, or by any other person as to matters the directorreasonably believes are within such other person’s professional or expertcompetence and who has been selected with reasonable care by or on behalf ofthe Corporation, as to the value and amount of the assets, liabilities and/or netprofits of the Corporation, or any other facts pertinent to the existence andamount of surplus or other funds from which dividends might properly bedeclared and paid, or with which the Corporation’s stock might properly bepurchased or redeemed.

 

## Section 7.2.            Fiscal Year.  The fiscal year of thecorporation shall be the calendar year.

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## Section 7.3.            Seal.  The seal of thecorporation shall be in such form as the Board of Directors shall prescribe.

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## Section 7.4.            Amendments.  These Bylaws may bealtered, amended or repealed or new Bylaws may be adopted by the stockholdersor, unless expressly prohibited by a particular Bylaw, by the Board ofDirectors (i) at any regular meeting of the stockholders or of the Boardof Directors (ii) or at any special meeting of the stockholders or of theBoard of Directors if notice of such alteration, amendment, repeal or adoptionof new Bylaws shall be contained in the 

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## notice of such special meeting.  The power to adopt, amend or repeal Bylawsconferred upon the Board of Directors shall not divest or limit the power ofthe stockholders to adopt, amend or repeal Bylaws.

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# ARTICLE VIIIINDEMNIFICATION

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## Section 8.1.            Indemnification.  The corporation agrees and hereby does undertaketo indemnify any person who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative, by reason of the factthat that person is or was a director, officer, employee or agent of thecorporation, or is or was serving at the request of the corporation as adirector, officer, trustee, partner, fiduciary, employee or agent of anothercorporation, partnership, joint venture, trust, pension or other employeebenefit plan or other enterprise, against expenses, including attorneys’ fees,judgments, fines and amounts paid in settlement actually and reasonablyincurred by that person in connection with such action, all as set forth in Section 7-109-101et seq. (as such provision shall be amended from time to time) of the ColoradoBusiness Corporation Act (“CBCA”).

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## Section 8.2.            Insurance.  The corporation may purchase and maintaininsurance on behalf of a person who is or was a director or officer of thecorporation or is or was serving at the request of the corporation as adirector, officer, partner, trustee, employee, fiduciary or agent of anothercorporation or of any other person or employee benefit plan against anyliability asserted against or incurred by him in any such capacity or arisingout of his status as such, whether or not the corporation would have the powerto indemnify him against such liability under the provisions of this Article VIIIand the provisions of the CBCA.  Any suchinsurance may be procured from any insurance company designated by the Board ofDirectors of the corporation, whether such insurance company is formed underthe laws of this state or any other jurisdiction of the United States orelsewhere, including any insurance company in which the corporation has equityor any other interest, through stock ownership or otherwise.

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## Section 8.3.            Advancement ofExpenses.  Withoutlimiting the generality of this Article VIII, the corporation shalladvance the expenses incurred by any person entitled to indemnificationhereunder in connection with any action, suit or proceeding within ten (10) daysafter the receipt by the corporation of a statement or statements requestingsuch advances from time to time, whether prior to or after final disposition ofany such action, suit or proceeding. Provided that the person seeking advances has furnished the undertaking,if any, required by CBCA Section 7-109-104(1), advances shall be unsecuredand interest free, and shall be made without regard to such person’s financialability to make repayment of the expenses, and without regard to such person’sultimate entitlement to indemnification, other than as required by CBCA7-109-104(1)(c).  Advances shall includeany and all expenses incurred pursuing an action to enforce this right ofadvancement, including expenses incurred preparing and forwarding statements tothe corporation to support the advances claimed.  The person entitled to indemnification shallqualify for advances solely upon the compliance with the requirements of CBCA7-109-104, and the Company shall promptly make the determinations requiredthereunder with respect to any request for advances.

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## Section 8.4.            Nonexclusive.  The provisions provided herein with regard toindemnification shall not be construed as a limitation on indemnification.  Indemnification shall at all times be allowedto the fullest extent as is now, or in the future, provided for under the CBCA.

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